


Do I Disgust you?

by luveverythingtv



Category: Once Upon a Time (TV)
Genre: Emotions, Established Evil Queen | Regina Mills/Emma Swan, Established Relationship, F/F, Fluff and Smut, G!P, Girl Penis, Girl Penis Evil Queen | Regina Mills, My First Smut, Secrets, Smut
Language: English
Status: Completed
Published: 2017-12-04
Updated: 2017-12-11
Packaged: 2019-02-10 12:25:51
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 5
Words: 8,534
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/12911892
Author URL: https://archiveofourown.org/users/luveverythingtv/pseuds/luveverythingtv
Summary: Regina is keeping a secret from her girlfriend Emma. She's afraid Emma is going to reject her. How long can Regina keep it a secret? Smut. G!P.





	1. Chapter 1

**Author's Note:**

> Sorry for the terrible summary. This is my first G!P, or any kind of penis sex, fic ever. Sorry if it's not completely accurate, I don't mean to offend anyone. If you don't like G!P, or smutty fics please don't read. please let me know if you enjoy or if i need to make any serious edits. No beta, all mistakes mine. I don't own Once or it's characters.

Regina loved this. The feel of her girlfriends body laying next to hers, her soft breath tickling her neck were her head is resting. The way the light from the TV illuminates her blonde hair, the way her lips come together in a slight smile when she’s comfortable. Regina loves this feeling, but she really could do without the tightening in her pants.  
Regina swallows hard trying to think of something other than the ever growing appendage between her legs, and how wonderful it would feel if Emma’s soft pink lips were to kiss the tip. Damn it, not helping.

Regina tries shifting her hips ever so slightly to remove Emma’s body from her lower region, but that backfires when Emma shifts too and places her thigh directly between Regina’s legs. A whimper could just barely be heard coming from the back of Regina’s throat. Regina could do nothing but praise and curse Emma Swan right now. 

Regina tried counting, thinking of family members, even thinking about the algorithm to solving a Rubik Cube, nothing was working. With no options left Regina carefully slides herself from Emma’s grasp and lays her on the couch where her body previously was. 

Regina quickly and quietly made it to Emma’s apartment bathroom. When the door was closed and locked Regina sighed with a hint of relief. 

The bathroom was fairly big, it had a lovely shower and the walls were painted a calming light grey and white. As surprising as it is Emma has an eye for decor, from the pictures hanging to the hand towels.

Regina turned her back to the door and looked down at her slacks, her member was straining against her custom made underwear, making a rather large bulge in the otherwise flat pants. Regina thanks the heavens that she invested in these undergarments. Since Regina’s been dating Emma she has experienced more boners that she cares to even think about; honestly it hadn’t been this bad since the beginning of puberty.

Knowing she has to be quick Regina unzips her slacks and takes them off folding them and placing them on top of the hamper, to avoid any accidental messes.  
Regina groans when the cool air hits her member as she pulls her underwear down. Regina knows she’s fairly well endowed but she doesn’t think she’s ever been this hard.. ever…at least so far in her adult life. 

Her pre-cum is dripping and is making a natural lubricant. Regina slowly collects some on her fingers and massages it around her head, making her toes curl in pleasure. Regina couldn’t help the moan that escaped past her lips. 

Regina thought about Emma. Oh god, she’s sleeping on the couch and I’m jerking off in her bathroom. Then the thought of sex with Emma came to mind. Fuck. Lube nor saliva is needed, as Regina has enough pre-cum at just the thought of sleeping with Emma. Emma. Emma and her perfect lips, lips that would look great wrapped around Regina’s cock. Regina can only imagine the feeling of Emma tasting her, feeling her tongue run along her sensitive head as she slowly takes her into her mouth. Deeper. Oh the feeling of her dick hitting the back of Emma’s throat, seeing her dick disappear between those perfect pink lips. 

Pink. Pink lips, tongue, nipples. Oh god. Regina’s only seen Emma partially naked a handful of times and every time she does she loses her breath. Regina thinks about those nipples, how sensitive they can be, how if she were to rub and lick them just right they would pebble and harden. 

Regina knows she’s not going to last much longer so she leans forward and grabs some toilet paper.  
Regina somehow catches a whiff of Emma’s perfume and groans. Emma. Regina knows the sex with Emma is going to be fantastic. Emma and her lithe, strong runners body, muscular toned arms, and rock hard abs. Regina wants those arms wrapped around her body, nails digging in leaving scratches as she fucks Emma into oblivion. 

Yes. She wants Emma’s legs wrapped around her flexing as she hits all of Emma’s pleasure spots. Regina wants Emma. She wants her on the bed until the wall is missing paint from where the headboard has hit it, she wants her on the couch with Emma biting the cushions to muffle her screams, on the floor until they feel pain of hard floors against their soft bodies, on the counters while feeling the cool granite under hand, against the wall until their legs can’t hold them any longer, in the shower until the water runs cold. She wants her hard and fast, but also slow and meaningful. She wants to see Emma’s face when she cums, she wants to feel Emma clench around her when she reaches her climax, she wants to wrap her in her arms when they are sweaty and sated. 

Regina’s almost there, she can feel it in her stomach, her movements are more sporadic, and she almost can’t catch her breath. Regina can only imagine what it would be like to have this feeling and get to cum, with Emma..in Emma.  
That thought alone shoves Regina over the edge. She’s almost late in moving the toilet paper in front of her cock to catch the streams of cum. Regina clenches her teeth and tries to stifle her groans. Soon the tightness in her stomach begins to relax and she can finally take a deep breath. Regina tosses the toilet paper into the toilet, grabs some more and cleans herself up as best she can, before flushing and washing her hands. Regina gets redressed and takes a deep breath. 

When Regina opens the door she sees Emma has shifted slightly, she is now curled up on her side. When Regina looks at her her heart flutters and her lips turn up into a smile. Regina bends down and kisses Emma’s temple, while pushing blonde hair out of her face. 

Emma wakes at the touch and moves closer, “mmm.. Gina” 

Regina smiles, “Baby, come on. Let’s get you into bed.” 

Emma whines but sits up stretching. Emma looks around the room and notices the movie they were watching is long over. Emma stands and leans into Regina’s front, wrapping her arms around Regina’s neck, “ ’m sorry I fell asleep.” 

Regina shakes her head, “It’s ok. I like watching you sleep, and snore” Regina laughs at Emma huff. “I don’t snore.” Emma replies. 

Regina chuckles and wraps Emma into her arms giving her a chaste kiss on the lips, “Sorry darling, but you do.”

Emma turns from Regina’s arms but takes her hand intending to lead her to the bedroom, “Come on. You can listen to me snore.”

Regina is so tempted, so so tempted, but she doesn’t have her usual nighttime underwear and there is no way she’s not going to be hard sleeping next to Emma. So Regina shakes her head, “I’m sorry baby, I need to go home. I have a super big meeting in the morning. I need my clothes and my notes from home.”  
Emma can tell there is more to it than that, she wants to persuade Regina but something about the nervous energy coming off of her makes her concede, “Ok. But this weekend my friend Ruby is going to be in town visiting, she’s dying to meet you. Will you schedule us in for Friday night?” 

Regina chuckles, “Of course Miss. Swan, I’ll put you on my calendar.”

Emma smiles, “Good Ms. Mills.”

Regina kisses Emma and says goodnight. Emma walks Regina to the door and kisses her a few more times.  
Regina is putting on her jacket when she sees Emma leaning against the doorframe in her oversized sweatshirt and skimpy running shorts, smiling at her. In that moment Regina wants nothing more than to stay the night. Stay the night with Emma wrapped in her arms and wake up in the morning to Emma’s beautiful face. Regina sighs at herself wishing she could just tell Emma, just tell her ‘I have a penis, but I love you.’ Maybe not exactly like that but to just tell her the full truth. 

Regina steals another kiss before heading down the stairs to the indoor garage where her car is parked. Regina sits in her car and puts her head against her steering wheel feeling like she is missing a part of herself. 

Regina looks at herself in the mirror and thinks, ‘Don’t ruin this Regina, tell her.’ ‘but it’s disgusting, what will Emma think?’ ‘she needs to know’ ‘she’s gonna leave me, I don’t want to disgust her.’ ‘don’t doubt her’. 

Regina sighs as she starts her car and heads home. She’s gonna have to tell her.


	2. chapter 2

Regina is sitting in her office wondering how she could continue to pay such incompetent people. She was quietly grumbling to herself when there was a knock at the door followed by it starting to creak open. Before she could reprimand the unprofessional behavior a blonde head and a hand holding Granny’s take out peaked around her door. 

“Don’t yell, I come in peace; and I bring lunch.” Emma shyly smiled and slowly waited for the ok to enter. 

Regina waved her in and smiled at the surprise from her girlfriend, “I wasn’t expecting you today, but it’s always good to see you.” 

Emma smiled and placed their lunch bags on Regina’s desk and walked over to the brunette cupping her cheek before leaning down to give her a chaste kiss hello.   
“I know, but I was in the area with a client, they wanted to take a look at the new apartments around the corner.” Emma then moved to the floor to ceiling windows looking out above the busy city. Looking over her shoulder Emma smirked, “When we were done I figured I’d pop over to my favorite girlfriends office and bring her lunch.” 

Regina chuckled as she came up behind Emma and wrapped her arms around her waist, “Favorite girlfriend huh? I didn’t realize there was a competition with others for favorite.” 

Emma leaned into Regina’s embrace, “Always it’s usually between you and my favorite barista Amanda. She makes an amazing cinnamon hot chocolate.” 

Regina kissed Emma’s neck, “Well I think I’m just going to have to beat and eliminate my competition.” 

Emma smiled, “Oh yeah? You think you’re gonna win?”   
Regina just confidently nodded, “Of course darling, I’m very competitive.” 

Emma just chuckled and shook her head, turning in Regina’s arms. Emma wrapped her arms around Regina’s neck and kissed her. Emma wasn’t expecting the kiss to be more than a peck but as soon as she felt Regina’s tongue ask for entrance she couldn’t help but grant her entry. Emma felt Regina’s tongue against hers and couldn’t hold back the moan. 

Regina knew this was a bad idea, but everything in her body was pulling her towards Emma. Unfortunately, or fortunately, as soon as Emma leaned back against the window and pulled Regina flush against her, someone knocked at Regina’s door and swung it open. 

Emma cursed and pulled away quickly, “Shit…”

Regina growled at having her office barged into, but was thankful for the distraction since she was about 5 seconds away from throwing caution to the wind and allowing her rapidly growing dick to rub against the inside of Emma’s thigh. 

Regina groaned but she fixed her smudged lipstick and smoothed out her tousled hair, as she sat in her chair and regally leaned against the desk. Regina glared at the person trying, and failing, to hide their smirk behind their hands. “Kathryn.. was there something you needed?” 

Emma took a breath and made her way to the other side of Regina’s desk standing near the chairs, trying to avoid eye contact with the other blonde in the room. 

Kathryn tilted her head, “Reggie, you’ve been holding out on me. Who is the gorgeous lady?”

Emma cleared her throat, “Sorry, I’m being rude. I’m Emma. Emma Swan.” 

Kathryn turned, “Emma. Pleasure to meet you.” 

Regina sighed, “Kat meet Emma, my girlfriend. Emma meet Kathryn Midas, best friend and constant pain in my ass.” 

Kat scoffed, “She exaggerates, it’s not constant. It’s more pulsing..” 

Emma chuckled, then looked down at her watch, “Umm.. I’m gonna go. I have another client meeting in a little.” Regina pulled her shirt down slightly in the front, to hide the minute bulge showing, and stood as Emma gathered her things to leave. Regina walked Emma to the door, “I’m so sorry. I can get rid of her.”

Emma smiled but shook her head, “It’s ok. I’ll call you later and I’ll definitely see you at the end of week. Friday, the bar down the street. You, me, Ruby and Tequila. Bring Kat if you want.” 

Regina laughed and gently kissed Emma on the lips, instantly missing the feeling when they pulled apart, “Of course. I’ll see about Kat.” 

Emma took another step towards the door before pointing to the bag on Regina’s desk, “Don’t forget to eat.” Regina nodded “um.. It was nice meeting you Kathryn.” 

Kat waved and politely replied, “Lovely meeting you, we should all get together one day. I have so many stories to tell you about our dear Reggie here.” 

Regina rolled her eyes and gave Emma one last kiss before watching Emma walk down the hall and round the corner to the elevators.   
Behind her she could hear Kat, “Hate to see her go, love to watch her leave” Regina groaned. 

Regina went back to her desk and opened the bag Emma got for her, inside was her favorite kale salad from Granny’s and half a grilled cheese sandwich- since she always ended up eating half of Emma’s cheesy sandwich. 

Kat sat in the chair directly in front of Regina’s desk and smirked, “She knows you so well.” Regina nodded and smiled. Kat then quickly reached across the desk and smacked Regina’s arm, “I can’t believe you have a girlfriend that I knew NOTHING about!! We are best friends, how could you not tell me that you met someone?!” 

Regina looked down ashamed, “I know, I’m sorry. But it’s fairly new I mean we met maybe 3 months ago but have only been exclusively dating for like the past month and a half— I swear.”   
Kat smiled and leaned forward, “Ok, so Emma… What’s she like?, what does she do?, how old is she?, Where is she from? Details i need details!” 

Regina rolls her eyes but answers Kat’s questions, “She’s clumsy and awkward but sweet and beautiful. She makes corny jokes but she’s super smart and self motivated. She’s in real estate but before that she worked as a bails bonds person, she’s 26. And she’s not really from anywhere. She was in foster care growing up until she was able to get emancipated at 16.” 

Kat nodded and then smirked, “And the sex? I mean with a body like hers, she must go for hours. She kinky?”

“Kathryn!” Regina scolded, “I am not discussing the sex life of myself and my GIRLFRIEND” Regina couldn’t look at Kat without blushing so she busied herself with another bite of her salad. 

Kat looked at Regina suspiciously, “Wait… oh. my. god.. you haven’t slept with her yet!?!?” 

Regina groaned, “No. Emma and I have not had sex. Are you happy? Do you feel fulfilled, satisfied?” 

Kat shook her head, “It’s not my satisfaction I’m worried about, it’s yours! Why have’t you slept with that goddess? Is she like a virgin?” 

Regina groaned, “No Kat she’s not a virgin.” Regina then mumbled, “She doesn’t know.” 

Kat’s eyes widened, “What do you mean she doesn’t know?! Regina! She’s your girlfriend she needs to know! You can’t avoid it forever.” 

Regina sighed, “I know. Trust me I know, but… what if.. what if she leaves me? Or calls me a freak? I really like her Kat. I can almost say for sure that I’m falling in love with her.” 

Kat shook her head, “Regina, if she leaves you or calls you a freak, after having dated you for as long as she has, then maybe she isn’t good for you; because anyone that calls you a freak or breaks off a perfectly good relationship because of your addition then they don’t deserve to be with you.”

Regina smiled at her kind words, “Thank you.” 

Kat nodded, “Now, how do you plan on telling her?” 

Regina shook her head, “I honestly have no idea.” 

Kat sat quietly, “Honestly, maybe you should just make her dinner and talk.” 

Regina nodded, “Probably.” 

Regina and Kat talked for a few more minutes before Regina’s phone rang signaling that her impromptu lunch break was now over. 

Kat hugged Regina and walked to the door, “Talk to her Reggie. She seems to make you extremely happy, don’t let something like this linger for much longer.”


	3. chapter 3

Regina was nervously adjusting her jacket outside of the club. It was Friday night and she was meeting up with Emma and one of Emma’s friends Ruby. Regina had never met any of Emma’s friends before, and she never needed to meet friends of the people she was dating since she never really dated before. 

Regina took a deep breath and entered the crowded club. Regina scanned the bar but didn’t see Emma. She was about to text her when she looked up and could see the blonde’s hair as she danced with a tall brunette with a red streak. 

Regina smiled as Emma laughed. Emma could feel the eyes on her and scanned the room before looking down and almost instantly locking eyes with Regina. Emma smiled and waved, she turned and said something to the other brunette and started making her way towards Regina.  
Regina met her half way and lost her breath when she saw Emma’s outfit. Emma was in a curve hugging black lace mini dress, where the front had a deep ‘v’ and a pair of black high heels; her hair was down and slightly curled, and her makeup was smokey making her green eyes pop. 

Regina could see the other club goes looking at Emma lustfully, she gave a small growl and pulled Emma into a fierce kiss before wrapping her arms around Emma’s back. Emma moaned into the kiss and ran her hand through Regina’s silky hair. Emma pulled back slowly and wiped the excess lipstick from Regina’s lips before looking down at Regina’s outfit. Emma licked her lips and leaned into Regina’s ear, “Baby, you look absolutely amazing.” Regina was in a pair of black form fitting jeans, a white button down, and a pair of heels. 

Regina looked at her outfit, “I wasn’t exactly preparing for a club club I hope I’m dressed alright.” 

Emma nodded, “I’m sorry. I was planning on a lounge like place but Ruby wanted to club like we used to, and have a proper dance floor. And you look amazing, you always do.” Regina smiled and took Emma’s hand. Emma then squeezed and tilted her head, “Come on, Ruby’s up there already.” 

When they got upstairs Ruby was doling out shots. Emma smiled and pulled Regina over, “Regina this is Ruby my best friend, Ruby this is Regina —my girlfriend.” 

Regina extended and shook Ruby’s hand, “Nice to meet you Ruby, Emma’s told me a lot about you.” 

Ruby laughed and said, “Well let me tell you half of those ideas were all Emma’s idea, I just went along.” 

Emma laughed, “no way, 25% maybe but no where near half!” 

Regina and Emma sat with Ruby while they talked, laughed, took their shots, and drank their desired cocktails. 

Ruby was approached and asked to dance by a handsome looking young man. Ruby smiled and left with the man to the dance floor. 

Emma smiled and turned to Regina, “So.. do you like her?” 

Regina nodded, “She’s very sweet and she has the best stories about you.” 

Emma groaned but laughed, “She has seen me at some of my best and worst moments.”  
Regina leaned in and kissed Emma gently. 

Emma then stood and extended her hand, “Care to dance with me?” 

Regina was nervous, dancing usually meant touching and touching Emma would definitely lead to a hard on. But with the way Emma’s eyes sparkled Regina couldn’t say no. 

The songs were mostly of a edm, dance, and hip-hop variety so dancing consisted of a lot of grinding, jumping, and arm movements. Things were going well, Regina was feeling the arousal stirring, but between her underwear and her jeans everything was kept fairly under wraps. That being said it was becoming increasingly more uncomfortable.  
Soon Ruby found the pair and decided to drag them back to the bar for more shots. 

Three shots later and all three women were drunk. Emma became more handsy, Ruby less energetic, and Regina, well Regina was debating between ripping Emma’s clothes off, and taking her right there on the dance floor, and sitting on a cold tile floor so her stomach would hopefully settle. 

Regina was dancing with Emma when the need to be sick hit her. She ran from Emma’s embrace and dashed to the bathroom thankfully with an extra stall open. She could soon feel Emma’s hands pulling her hair back and rubbing her back. 

Regina groaned, “Emma, I’m so so so sorry. This is so embarrassing.”  
Emma just rubbed Regina’s back and kissed her temple, “It’s ok, you don’t even want to know how many nights I’ve been in this position.” Emma then turned and got a damp paper towel dabbing Regina’s forehead and neck. Emma helped Regina up when she was done and had her rinse her mouth. Emma then handed her a mini disposable toothbrush.  
Regina lifted a brow but Emma just said, “Many a nights like this…” 

Regina smiled and thanked Emma for the brush. Emma led Regina back to the upper floor and found Ruby, still dancing with the handsome man. Emma told Ruby she was taking Regina home since she was sick. Ruby offered to help but Emma insisted, “Ruby I promise. Enjoy the rest of your night just text me when you get home, or at least when let me know when you’re leaving the club and where you’re was going” as she winked in the young mans direction. 

Ruby hugged Emma and promised to text her, she waved to Regina and mouthed ‘feel better babe’. 

Emma went back to Regina and helped her into a cab and brought her to home. Regina was still fairly drunk so she was rambling on about how gorgeous Emma looked and how it was weird that she couldn’t see her nose.. Emma chuckled as she listened to Regina and she fell more in love with her. 

Emma paid the cabbie and helped Regina search her pockets for her keys. When she found them Emma led Regina to her bedroom, where she first brought her to the bathroom so she could properly brush her teeth. After Regina was done Emma led her back into her room and sat her on her bed, she then had Regina point out where she keeps her pajamas. 

Emma decided advil would be needed, so she disappeared back into the en suite bathroom to get that, a glass of water, and makeup remover wipes. When she returned Regina had turned on the bedside lamp and somehow stripped out of all her clothes and underwear, leaving her naked. Emma stood shocked and frozen. ‘she has a penis.’ ‘she’s a woman who has a penis…’ ‘is she trans?- is that insensitive to ask?’ ‘fuck’ ‘why didn’t she say anything, I don’t care that she has a penis’ 

Emma swallowed and shook her head trying to clear her thoughts. She went over to Regina and gave her the pills and the water. She then took two of the wipes and gently took off Regina’s makeup. As she took of her makeup she gently caressed her cheek and kissed her forehead; Regina blushed and smiled at Emma’s tenderness. Emma stood and smiled back at Regina before she went to the drawer Regina told her contained her pajamas. Emma went to the drawer and grabbed some pajama pants and two large t-shirts. 

As Emma stripped from her dress she could feel eyes on her. She looked over her shoulder and saw Regina admiring her body. Emma smirked when she met Regina’s eyes, while Regina quickly averted her gaze. Emma chuckled and put one of the t-shirts on. The shirt barely covered Emma’s ass, and the fact that she was wearing a thong wasn’t doing much in helping her cover up. When she turned around she was met with Regina laying on the bed with her eyes closed trying not to looking at her. 

Regina smiled, keeping her eyes closed, and said, “You’re beautiful.” Emma blushed and grabbed Regina’s pajamas walking back over to the bed. Emma waited for Regina to open her eyes and she lent down and kissed Regina quickly on the lips, “Minty”. Regina smiled and slowly sat up. Emma knelt down on the floor and helped Regina into the pants first, while doing so she trying to ignore the fairly erect penis staring her in the face. Emma then stands and helps Regina into the t-shirt. Emma pulled Regina up for a second so she could turn the sheets down. Regina lent heavily on Emma and inhaled her scent, “You smell delicious”. Regina is still fairly intoxicated and when the sheets are pulled down, Regina grabs Emma’s hand, pulls her onto the bed, and on top of her. Emma shrieks a bit at the sudden move but can’t deny that she loves the feeling of Regina’s arms wrapping around her. Emma pulls she sheets up and turns out the bedside lamp. Before laying down completely she checks her phone and sees Ruby texted her letting her know she ended up going home, alone, and that she would see her again before she leaves. 

Knowing Ruby is home safe, Emma snuggles into a already sleeping Regina sighing trying to stop her thoughts from racing.  
Emma didn’t want to be awkward about what she saw, but she had so many questions. But the biggest was , ‘why didn’t she tell me?’. She figured to get her answers she’d need to wait until morning. In the mean time she’s gonna snuggle with her drunk girlfriend and hope that Regina isn’t too hungover to have a much needed conversation.


	4. chapter 4

**Notes for the Chapter:**

> SMUT below. Don't like DON'T READ past the stars!

Regina woke the next morning with a few things out of the ordinary. For starters she felt like she ate dry cotton balls, second she felt hot, and third, well third isn’t really unordinary, but she’s hard like super hard, the odd thing is that there is soft warm flesh pressing against her super erection right now. Regina just assumes she's dreaming.

She can't take it! Regina reaches over and grabs the glass of water she spotted by her bedside, problem one solved at least. Regina then re-finds the warm spot she shifted out of and thinks,'Problems two and three can be addressed later, I don’t wanna wake up any more and lose this dream.'

Regina still thinks she is dreaming, so she gently pushes her hips forward and squeezes the soft skin under her hand. It wasn’t until the moan and the slight shift back did Regina open her eyes. Regina opened her eyes and saw blonde. Oh. Shit.

Regina’s heart rate increased and her palms started sweating, mentally freaking out, 'oh my god, Emma is here. Emma is in my bed, right now. Emma has her perfectly rounded ass pressed against my morning wood. oh my god. fuck. This is not how I wanted her to find out. Shit, she put on my pajamas last night. She knew last night, and she's still here. No, she just needed a place to sleep. She's still sleeping, maybe she was drunk enough to forget or think she was seeing things. Maybe if i just slip out... '

Then she hears a groggy voice, “Stop freaking out. I don’t care that you have a penis. Relax.”

Emma then stretched, rubbed her eyes, and rolled over so she was facing a very nervous looking Regina. “Seriously Regina, it’s ok. I just…”  
‘here it is’ , Regina thought, ‘I just can’t date you anymore. I just can’t do this. I just want it gone.’ ‘you disgust me.’

“I just. I guess I have a few questions.” Emma finished.

Regina looked at Emma with a bit of surprise but answered instantly, “Anything.”

Emma is picking at her nails, “Are you- are you like transgendered or something? Or were you like born with it? her? him…? I’m sorry if that was insensitive…”

Regina smiled for a second at Emma’s awkwardness, “I’m not transgendered, I was born this way.”

Emma nods, “ok, cool. umm, just one more I guess… did, did I do or say something that made you not want to tell me? Cause I’m sorry if I did, I really don’t care that you have a penis. I’m always saying things that interpreted wrong. And I never meant to make you feel like you couldn’t tell me, or that I would hate you or something. I feel like a idiot, I just…”

Regina cuts Emma off with a fierce kiss. “Emma, listen very carefully. You did nothing wrong. I should have told you sooner, for that I’m sorry. I just, I didn’t want to lose the opportunity to get to know you, I didn’t want you to be like everyone else and leave me calling me a freak or disgusting. I love you.”

Emma smiled and stroked Regina’s cheek, “I love you too, Regina. All of you. Please, please don’t keep things this big from me again.”

Regina nodded vigourously, “Never again. I promise.”

Emma then laid back down and smiled and said, “Also who knew Regina Mills can’t hold her liquor” lightening the mood.  
Regina groaned, “Don’t remind me. That was beyond embarrassing. Did Ruby get home ok?”

Emma nodded, “Yeah, she went home, alone apparently.”

Regina smiled and laid on her back next to Emma. Regina decided they weren’t close enough so she pulled Emma towards her even more.  
Emma smiled and curled into Regina embrace, head on her shoulder, arm around her waist, and leg in between the two of hers. Emma could feel Regina’s hardness on her thigh, groaning slightly.

**

Regina was on her way to sleep when she heard Emma’s groan. Regina turned her head and looked at Emma. Her eyes were closed, but her cheeks were flushed and her breathing was slightly elevated. Regina swallowed and started running her fingers up and down Emma’s back before she took a chance and ventured further squeezing Emma’s firm ass.

Emma’s breath hitched as she felt Regina’s palming her bare cheeks. Emma blushed but tilted her head up to look at Regina,"I'm sorry, I'm always super horny after drinking. We don't have to do anything until you're ready."

With the movement and Emma's words, Regina just looked down and could see the arousal in green eyes.  Regina used her free hand to cup Emma’s jaw and gently pull her closer to her lips, "Trust me, I'm ready." 

  
Emma smiled and leaned into the kiss which started off gently, like their first kiss, then Regina swiped her tongue along Emma’s bottom lip asking for entry. Emma immediately parted her lips allowing Regina full access to her mouth. Regina continued to deepen the kiss and squeeze Emma’s cheeks.

Regina felt her dick twitch whenever Emma rocked her hips forward pressing her almost bare pussy against Regina’s outer thigh.

Regina broke the kiss, looking down into Emma’s dilated pupils and heaving chest. Regina knew Emma was turned on but she didn’t want to accidentally rush anything. “Emma.. Are you really sure? Cause I completely understand if you want more time. I know you're.. aroused, but I don’t want to rush you into anything.”

Emma smiled and stroked Regina’s cheek. Regina closed her eyes and leaned into the touch. Emma smirked a bit. Emma decided to take advantage of Regina’s closed eyes, so instead of verbally answering Regina she leaned forward and swiftly straddled Regina’s lap.

Regina’s eyes flew open and her hands grabbed Emma’s waist on instinct. Emma could feel Regina’s massive erection between her legs. Emma smiled at Regina and placed a gentle kiss on her chin and said, “I’m sure.”

Regina didn’t waste a moment before fisting the front of the shirt Emma is wearing and pulling her down into a heated kiss. While Regina was exploring Emma’s mouth Emma’s hips started rotating. On a particularly hard rotation Regina groaned loudly and had to grab a hold of Emma’s outer thigh.

Emma smiled at the move so she repeated it. Regina thought she was aroused before, but now with Emma rotating her hips she’s pretty sure she’s past aroused and is one rotation away from actually cumming in her pants. Oh holy hell, Emma’s taking her shirt off.

Regina has to close her eyes and take deep breaths. With the t-shirt now removed Emma is sitting in Regina’s lap with those perfectly round, light pink nipples, rock hard abs, and a slight sheen of sweat, fully on display.

Regina runs her hands from Emma’s thighs, over her abs, and hips, to cup Emma’s breasts. As her hands squeeze the perfect globes Emma groans. When Regina moves her thumbs to run over Emma’s nipples Emma throws her head back in pleasure. Regina has never seen a more beautiful sight. Regina sits up kisses from Emma’s collar bone, down her sternum, and over to her breasts. Emma is looking at her with hooded eyes and whispers, “Please.. Gina, baby please.”

Regina can’t deny her, so she wraps her lips around a hard pink nipple. Emma slides one of her hands into Regina’s hair and grips is tightly, pushing her further into her breast, while the other hand grips Regina’s shoulder leaving crescent moons slightly indented in her skin.

Regina is switching between right and left breast not wanting to leave one unattended for too long. Emma is moaning at the feeling and is thrusting her hips faster onto Regina’s crotch. Emma is growing more and more impatient so she grabs Regina’s shirt and roughly rips it off her body.

Regina pulls back in shock, not only at Emma’s strength but her forcefulness, but can’t say she is disappointed. Right before Regina leaned forward to recapture Emma’s right nipple, Emma grabs her chin and lifts it so she is looking Regina in the eyes, “Gina, baby, I love that you want to take this slow, and I appreciate it. But.. I’m so wet right now I’m soaking into your pants. I need you to either fuck me, or let me go so I can take care of this.”

Regina is shocked for a second, long enough for her to actually feel the damp spot on her pants where Emma’s arousal is soaking in. Regina growls, grabs Emma’s hips, and flips her onto her back. Emma gasps pulling Regina to her lips by her hair, while thrusting her hips upwards into Regina’s erection. Regina breaks the kiss and leans back looking at Emma’s flushed chest, kiss swollen lips, and dripping pussy.

Before Emma can say anything, Regina is ripping Emma’s thong off and throwing the material over her shoulder and onto the floor.  
Regina shuffles to the edge of the bed trailing her hands down Emma’s thighs as she goes. Regina then glides down to the floor and onto her knees, before yanking Emma forward by the backs of her knees. Emma yelps in surprise. Regina is ghosting her hands up Emma thighs and ever so slightly brushes her thumb against Emma's outer lips collecting the wetness that is there. Regina licks her thumb and moans at the taste. Emma groans as she watches Regina gets her first taste of her, "Gina..." Emma then shrikes in pleasure when she feels Regina’s mouths latch onto her nether lips.

Regina grabs a hold of Emma's thighs holding her down and in place as she begins to eat her. Emma runs her fingers through Regina’s hair and grasps it tightly. Regina latches onto Emma’s clit and sucks bringing a wonderful half groan half scream from Emma’s lips. Regina loves the way Emma tastes she’s the perfect balance between sweet and spicy. Regina is circling Emma’s entrance with her tongue before she moves it back up to Emma’s clit. Regina brings her right middle finger to Emma’s hole and gently starts to push it in. Emma is moaning, pulling at Regina’s hair, and thrusting her hips up, as much as she can, into Regina’s waiting mouth.

When Regina fully has her finger inside Emma she can’t help but moan at the warm, tight, wet channel pulling her finger further in.  
Regina lets Emma adjust to the single digit then adds a second. Emma is panting, “Please, Gina… I’m, I’m. I’m gonna cum. Please..”

Regina smirks as she picks up the pace of her thrusting, loving the sound of Emma’s wet pussy as she drives her fingers in and out. Regina begins curling her fingers and finds the spot. It’s soft and spongy and she makes sure she hits it on every thrust. Emma is damn near screaming, and has Regina’s hair in a vice grip. Regina looks up and meets Emma’s eyes, she can feel how close she is. Regina removes her mouth for just a second, “I can feel how close you are baby, cum. Cum for me.”

That’s what did it. As soon as when words left Regina’s mouth Emma stilled, her breath caught, and her body tensed. A second later she screamed Regina’s name along with a few curse words, “Regina! Fuck, fuck, shit. Yes Gina! Fuck!”

Regina loved it, seeing Emma cum.. beautiful. Regina gradually slowed her pace as Emma came down from her high. She didn’t completely stop licking or slowly thrusting into Emma until Emma gently pushed her head away from her sex. When Regina removed her mouth she gently removed her fingers as well.

Emma was trying to catch her breath but the sight of Regina, with her tussled hair, and wet mouth, re-stole Emma’s breath from her. Emma pulled Regina forward, and back onto the bed, while kissing her, she moaned when she tasted herself on Regina’s tongue.

Regina was leaning over Emma keeping much of her weight on her right arm. That arm buckled though when Emma latched her lips around Regina’s dusty nipple. Regina caught herself and shifted her legs so she had her weight more evenly balanced.

Regina moaned at the feeling of Emma’s tongue on her nipples and the look of Emma’s lips around her breast. Regina had her eyes closed so she didn’t see Emma’s hand raising, but she sure as hell felt it when it came down and gently grasped her penis over her pants. Regina’s stomach tightened her breath stopped.

Emma removed her mouth from Regina’s breast and gently flipped Regina onto her back. Emma then stood and took off Regina’s pajama pants, leaving them both completely naked.  
Regina swallowed nervously as Emma stared at her penis in all it’s glory, perfectly erect, and pulsing with need.

Emma just smiled and leaned forward, kissing the tip. Regina’s eyes rolled back and she grabbed the bed sheets. Emma started off slow kissing up and down the shaft tasting Regina’s arousal. Emma then shifted up the bed so she was kneeling over Regina. Regina choked at the visual, Emma leaning over her, with her mouth kissing her dick, and her firm ass in the air.

Emma then stole Regina’s breath and thoughts as she wrapped her perfect lips around Regina’s cock. Regina couldn’t help the moan and the gentle thrust of her hips. Emma smiled around her cock and took more of Regina into her mouth.

Emma didn’t stop until she had all of Regina in her mouth, Regina swore she was about to cum, “Emma, baby. I don’t know how much more I can take.”

Emma just smirked and swallowed, allowing Regina to feel the muscles in Emma’s throat constrict. Emma slowly moved back up Regina’s length before swirling her tongue around the tip again.  
Then Emma added her hand to the equation. As her mouth moved over Regina’s length Emma’s hand followed adding a slight twist. Regina had her head shaking from side to side, her hands clenching the sheets, and her feet sliding across the sheets.

Regina soon felt it, the familiar tightening in her stomach and the erratic thrusts. Regina couldn’t speak she just tried to move Emma’s head, but Emma reached Regina’s hand and just put it into her hair. Regina grasped it tightly and thrust her hips up watching as her dick disappeared between Emma’s lips faster and faster. Then Regina’s vision went white for a second before clearing slightly and Regina was cumming, cumming in Emma’s mouth. “Oh. my. YES! Shit Em. Baby. Yes, fuck, suck it. oh my god!”

Emma didn’t stop sucking until Regina was completely done. Regina watched and groaned as she saw Emma swallow her essence. Regina pulled Emma to her and had her lay down on her chest.

Both were sweaty and breathing heavily. Emma wrapped her arms around Regina’s waist and threw her leg over her hips. Regina pulled Emma closer and wrapped her arms around Emma’s back soothingly drawing on Emma’s back.

Regina kissed Emma’s head and held her tighter. Emma smiled and mumbled, “We should have done this sooner.”  
Regina smiled, “We most definitely should have.”

Regina didn’t know exactly what to say to describe how she was feeling so she just said, “Thank you.”

Emma looked at Regina knowing exactly what she was thanking her for, it had nothing to do with sex, even though it was a part of it; it was ‘thank you for accepting me, thank you for being you.’  
Emma smiled, “I love you. All of you, for you.” Regina just smiled.

* * *

It’s been about 40 minutes and neither had moved from the comfortable position, but it seems Regina’s libido had plans other than relaxing. Soon Regina was hard again. Emma just looked up at Regina and chuckled while Regina blushed. “It seems someone is ready for round two.”

Regina blushed but nodded. Emma smirked and straddled Regina’s waist again “Well Ms. Mills, I think it’s about time you put you’re cock in me.”

Regina gasped, “I do believe you are right Ms. Swan.”

**Notes for the Chapter:**

> I wanted to apologize if I have offended anyone with how Emma asked about Regina's penis, and asking her if she was transgendered. I wasn't trying to offend anyone.
> 
> Also this is the most in depth smut I've written hope it was ok.. :/


	5. chapter 5

Emma smiled down again at Regina while Regina trailed her hands up Emma’s thighs, over her abs, and to her breasts. Emma moaned at the feeling of Regina’s hands pinching and pulling her taught nipples.

Regina can’t help the slight thrust of her hips while Emma slowly rotated her hips, grinding her wet pussy on her stomach.  
Regina is trying to hold back but it’s getting harder and harder; she breaks a few seconds later when Emma leans forward and nips on Regina’s ear, “Gina, baby, please. Fuck me.”

Regina swiftly switches their positions leaving Emma on her back with her legs wrapped around Regina’s waist.  
Regina looks into Emma lust filled gaze and sees no regret or fear. Regina smiles and grabs her member stroking the tip through Emma’s wet folds. Regina has to take deep breaths, in order to prevent herself from cumming too soon. Emma was so wet, and Regina loved looking at her cock get slick with Emma’s juices. Regina continued to run her member up and down Emma’s slit teasing her by lining up with her entrance only to pull away a moment later.

Emma was gasping and clenching the sheets in her hands. Soon Emma couldn’t take it anymore, “Gina please. Please. Stop teasing. I need you. Fuck, please”

Regina smiled and bit her lip, “You’re sure?”

Emma narrowed her eyes at Regina and lustfully said, “yes. Now, fuck me Ms. Mills.”

Regina moaned hearing Emma’s desired filled voice, say ‘Fuck’ and ‘Ms. Mills.’

Regina lined her tip up with Emma’s entrance and slowly pushed in allowing Emma to adjust. Emma grasped Regina’s thigh when she finally entered her. Regina paused making sure Emma was still ok. She waited patiently until Emma relaxed again and lifted her hips slipping a bit more of Regina inside.

When Regina was completely sheathed inside Emma, Regina bit her lip and closed her eyes, thinking about something other than the tight, hot, wet pussy she was currently inside.  
While her eyes were closed Emma smiled and reached her hand up using her thumb to pull Regina’s bottom lip from where her teeth had it trapped. Regina slowly opened her eyes and licked the pad of Emma’s thumb, before taking it into her mouth sucking on it.

Emma licked her lips and surged forward replacing her thumb with her tongue. Regina let Emma lead the kiss. Soon Emma pulled away and whispered, “I need you to make me yours Regina.”

At Emma’s whispered words something in Regina snapped, something primal. Regina nodded and growled placing her hand flat against Emma’s sternum and pushing her back flat against the bed.  
Regina keep Emma pinned to the bed and waited for Emma to open her mouth to beg. When she opened her mouth Regina quickly pulled out to just the tip and when Emma moaned again Regina slammed back into her.

Emma gasped but soon those gasps turned to moans, and those moans into screams of pleasure. Regina kept her hand on the center of Emma’s chest, keeping her pinned while she truly fucked Emma. Regina was pounding into Emma but couldn’t remove her eyes from Emma’s breasts. The perfect globes were shaking and bouncing with every thrust. Regina was soon distracted from Emma’s breasts when Emma’s hand shot from her thigh to her headboard. Emma’s palm against the headboard pushed it back a bit further now causing it to bang against the wall. Emma was thrusting her hips faster and faster trying to keep up with Regina’s relentless pace.

Regina was in a zone, she senses were over run— she was watching Emma’s breasts bounce, listening to Emma’s moans and the headboard slamming, she smelled Emma’s arousal, and she could feel it leaking out of her coating her thighs in the sweet juices.

Regina knew Emma was close, Emma had the one hand still on the headboard, but the other was now scratching at Regina’s back leaving red lines on the tan skin. Emma was no longer saying complete sentences and Regina could only hear the words, ‘more’, ‘harder’ and ‘there!’

Regina watched as Emma’s eyes rolled back as she stilled before she screamed a version of Regina’s name as she came, clenching hard around Regina’s dick. “R’gina! FUCK! YES, Oh my fucking.. don’t stop, don’t fucking stop.”

Regina loved watching Emma in the throws of passion but forced herself not to cum, she wanted Emma to cum again. She wanted her on her knees.

** 

As soon as Emma started to come down Regina gently slowed her thrusts. When Emma had her breathing back under control Regina pulled out.

Emma looked at Regina confused, knowing the brunette hadn’t cum yet.  
Regina just smiled and said, “Turn over. I want you on your knees.”

Emma moaned but slowly turned over and got up onto her knees. Regina waited for a second admiring Emma’s perfect ass.

Regina could see Emma’s swollen pussy lips dripping with cum. Regina then shuffles forward, wrapping her arms around Emma’s waist, and runs her cock along Emma’s nether lips. Regina can feel as well as hear Emma’s moan and shudder.

Emma grows impatient and rotates her hips backwards causing Regina’s dick to slip and push against her swollen clit.

Emma moans at the feeling and falls forward slightly. Regina smiled and lines herself up with Emma’s entrance.

Regina doesn’t give Emma a chance to adjust knowing she’s wet enough to take her. Regina pushes into Emma fully and rejoices in the sound of Emma’s moan and the way her stomach clenches.

Regina pulls out and slams back in. Emma throws her hand out and slams it against the wall to keep her upright.

Regina continues her pace as she slides her hands up Emma’s toned stomach and to her bouncing breasts. Regina grabs onto both breasts, squeezing, loving their weight in her hands.

Regina can feel that coil in her lower stomach tighten. Regina is watching as Emma’s ass slams into her, she’s mesmerized. Regina removes a hand from Emma’s breast and quickly slaps it down against Emma’s round ass. Emma gasps at the slap but moans in pleasure, “More! Gina again!”

Regina smirks and slaps her hand down again a bit harder. Emma’s reaction is just as intense, “YES! GINA! FUCK! I’m gonna cum.”

Regina slaps her hand against the cheek one last time before returning her hand to Emma’s breast. Regina leans forward a bit more molding her body to Emma’s back. Emma can feel Regina’s breasts against her back and her warm slick skin.  
Regina licks Emma’s pulse point and sucks before traveling to her ear and whispers, “I can feel how close you are. I can feel you clenching, trying to bring me in deeper. Emma I’m gonna cum, but first I want you to cum, screaming my name. I want you to know that you’re mine and I’m yours. I also want you to know that this pussy, it’s mine; and from now on I’m going to be fucking you like the dirty girl I know you are.”

Emma throws her head back while Regina pinches her nipples and sucks on her pulse point again. Emma loses control, she can see nothing but stars as she cums. Regina knows what’s happening the instant she feels the extra wetness. Regina looks down and watches as Emma squirts. Regina re-wraps her arm around Emma’s waist and holds her tight as her own orgasm slams into her like a freight train.

Regina is shaking with the power of her orgasm. When both Regina and Emma calm slightly Regina pulls out and drops onto the bed. Emma collapses next to her and stares at the ceiling, “Holy shit.”

Regina looks at Emma and chuckles, “You ok?”

Emma look over at Regina and nods, “I don’t think I’ve ever in my life, had sex that good.”  
Regina smiles and kisses Emma, “Me either.”

Emma runs her hand through her sweaty hair, and groans as she rolls over Regina and stands stretching, “I need a shower.”

Regina smirks, “Me too. We should save water.”

Emma begins to walk to the bathroom and over her shoulder she calls, “Well you coming?”

Regina smiles and jumps up mumbling to herself, ‘not yet, but I will be’.

Regina joins Emma in the bathroom and wraps her arms around Emma’s waist while they wait for the water to heat.  
Regina kisses Emma ear, “Thank you, for not finding me disgusting or abnormal.”

Emma smiles and gives Regina a chaste kiss, “I love you.”

**Notes for the Chapter:**

> So this is all I have written for this story! Thank you to everyone who has commented and kudos, i really appreciate it! I was super nervous to post this story, but with the positive response maybe in the future I'll write either oneshots or a actual full story with G!P Regina. Thanks again, hope you enjoyed this last chapter! :D

**Author's Note:**

> First chapter down. I'll be posting the other chapters in the coming days.


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